Temasek Holdings (Private) Limited Senior Vice President · Temasek's investment portfolio is of...

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CORPORATES CREDIT OPINION 15 July 2019 Update RATINGS Temasek Holdings (Private) Limited Domicile Singapore Long Term Rating Aaa Type LT Issuer Rating - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Contacts Vikas Halan +65.6398.8337 Senior Vice President [email protected] Laura Acres +65.6398.8335 MD-Corporate Finance [email protected] Melissa Lim +65.6311.2637 Associate Analyst [email protected] » Contacts continued on last page CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Temasek Holdings (Private) Limited Update to credit analysis Summary The Aaa rating reflects Temasek Holdings (Private) Limited 's (Temasek) strong fundamental credit profile as an investment company. This strength is supported by the company's steady and recurring dividend income, as well as its large and high-quality investment portfolio. Temasek's largest investee companies and major dividend contributors have strong investment-grade credit profiles. Furthermore, Temasek maintains low market value-based leverage at the holding company level. The company has continued to maintain a net cash position since the fiscal year ended March 31, 2008 (fiscal 2008). We expect the company to maintain its net borrowings to market value of portfolio below 5% and funds from operations (FFO) interest coverage above 15x. The rating also reflects Temasek's excellent liquidity profile. We expect the company to maintain its sizeable reserve of cash and liquid securities. This reserve provides strong debt service coverage to mitigate the risk of any volatility in cash flow and asset value. We further expect Temasek's internal funds (that is, cash, liquid investments, dividend and investment income, and divestment proceeds) to cover its (1) 12-month forward committed cash requirements (principally, interest, current debt repayments and operating overheads), and (2) dividends to the government. As a government-related issuer, Temasek's ratings also benefit from its 100% ownership by the Government of Singapore (Aaa stable) through the Minister for Finance (MOF), although currently, the company's baseline credit assessment, the measure of its standalone credit quality, is also aaa. Exhibit 1 Temasek’s interest coverage and leverage metrics have been consistently strong 0x 5x 10x 15x 20x 25x 30x 2014 2015 2016 2017 2018 2019 Dividend Income over Interest Expense Net Portfolio Value over Total Debt Source: Adapted from Temasek Review 2019

Transcript of Temasek Holdings (Private) Limited Senior Vice President · Temasek's investment portfolio is of...

Page 1: Temasek Holdings (Private) Limited Senior Vice President · Temasek's investment portfolio is of strong asset quality. Based on our estimation, the top 10 investee companies and key

CORPORATES

CREDIT OPINION15 July 2019

Update

RATINGS

Temasek Holdings (Private) LimitedDomicile Singapore

Long Term Rating Aaa

Type LT Issuer Rating - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Vikas Halan +65.6398.8337Senior Vice [email protected]

Laura Acres +65.6398.8335MD-Corporate [email protected]

Melissa Lim +65.6311.2637Associate [email protected]

» Contacts continued on last page

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Temasek Holdings (Private) LimitedUpdate to credit analysis

SummaryThe Aaa rating reflects Temasek Holdings (Private) Limited's (Temasek) strong fundamentalcredit profile as an investment company. This strength is supported by the company'ssteady and recurring dividend income, as well as its large and high-quality investmentportfolio. Temasek's largest investee companies and major dividend contributors have stronginvestment-grade credit profiles.

Furthermore, Temasek maintains low market value-based leverage at the holding companylevel. The company has continued to maintain a net cash position since the fiscal year endedMarch 31, 2008 (fiscal 2008). We expect the company to maintain its net borrowings tomarket value of portfolio below 5% and funds from operations (FFO) interest coverage above15x.

The rating also reflects Temasek's excellent liquidity profile. We expect the company tomaintain its sizeable reserve of cash and liquid securities. This reserve provides strong debtservice coverage to mitigate the risk of any volatility in cash flow and asset value. We furtherexpect Temasek's internal funds (that is, cash, liquid investments, dividend and investmentincome, and divestment proceeds) to cover its (1) 12-month forward committed cashrequirements (principally, interest, current debt repayments and operating overheads), and(2) dividends to the government.

As a government-related issuer, Temasek's ratings also benefit from its 100% ownership bythe Government of Singapore (Aaa stable) through the Minister for Finance (MOF), althoughcurrently, the company's baseline credit assessment, the measure of its standalone creditquality, is also aaa.

Exhibit 1

Temasek’s interest coverage and leverage metrics have been consistently strong

0x

5x

10x

15x

20x

25x

30x

2014 2015 2016 2017 2018 2019

Dividend Income over Interest Expense Net Portfolio Value over Total Debt

Source: Adapted from Temasek Review 2019

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Credit strengths

» Disciplined management and investment strategy

» High-quality investment portfolio

» Strong financial profile

» Excellent liquidity

Credit challenges

» Exposure to volatility in market prices of securities

» Geographic concentration of its portfolio to Singapore and China

Rating outlookThe outlook is stable, reflecting our expectation that (1) Temasek's credit metrics will remain strong, and (2) the company'smanagement will retain its prudent and conservative approach to its investment and funding strategy.

Factors that could lead to an upgradeThe rating is Aaa and cannot be upgraded.

Factors that could lead to a downgradeTemasek has a standalone aaa rating. Should the company's underlying credit fundamentals deteriorate and its fundamental rating bedowngraded, our joint default analysis framework would become relevant to the rating analysis.

Downward rating pressure on Temasek's standalone credit rating could emerge if (1) the company were to make aggressiveinvestments, resulting in a material deterioration in the credit quality of its investment portfolio; (2) the amount and quality of thecompany's cash and near-cash resources were to deteriorate significantly; or (3) there were indications of moral hazard behavior, suchas providing funding support for nonperforming investee companies or channeling financial resources to its government shareholder,that could have an adverse impact on Temasek's financial position.

The possibility of a rating downgrade is remote as long as the Government of Singapore remains the sole shareholder and the Republicof Singapore retains its Aaa rating. In Temasek's Aaa rating, we also incorporate our view that the company benefits from (1) softongoing shareholder support, such as the dividend reinvestment arrangements; and (2) being the government's investment company.

Should the company's underlying credit fundamentals deteriorate and its fundamental rating be downgraded, we would still expectTemasek's Aaa rating to be maintained because of the company's linkages with the government. Based on our view of very highsupport from, and dependence on, the government, Temasek's Aaa rating would only come under pressure if the rating of the Republicof Singapore was downgraded.

ProfileTemasek is an investment company headquartered in Singapore. The company was founded in 1974 to own and commercially managethe investments and assets acquired from the Government of Singapore. The company is an active investor and shareholder that aimsto deliver sustainable value over the long term for its stakeholders.

Temasek's investment portfolio by underlying assets spans over 20 countries and a variety of industries, including (1) Financial Services;(2) Telecommunications, Media & Technology; (3) Consumer & Real Estate; (4) Transportation & Industrials; (5) Life Sciences &Agribusiness; and (6) Energy & Resources. In addition, Temasek also invests in multi sector funds. The company's net portfolio valuewas SGD313 billion ($231 billion) as of 31 March 2019.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

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Temasek is 100%-owned by the Government of Singapore through the MOF, a body corporate under the Singapore Minister forFinance (Incorporation) Act (Chapter 183). The company is designated a Fifth Schedule company under the Singapore Constitution.Other Fifth Schedule entities include companies such as GIC Pte Ltd (GIC), and statutory boards such as the Monetary Authority ofSingapore, which manage the nation's critical assets.

Detailed credit considerationsDisciplined management and investment strategyTemasek's investment strategy focuses on four investment themes: (1) transforming economies, (2) growing middle incomepopulations, (3) deepening comparative advantages, and (4) emerging champions.

The four investment themes are supplemented by six cross sectoral trends: (1) longer lifespans, (2) rising affluence, (3) sustainableliving, (4) smarter systems, (5) sharing economy, and (6) more connected world.

While these themes and cross sectoral trends serve as broad investment guidelines, they also give rise to a very flexible investmentapproach with regard to investment horizons, country of investments, industry concentration and so on. Fundamentally, Temasekadopts a bottom-up approach to its investment decisions.

In our view, Temasek is exposed to uncertainties or event risks associated with its future investments because many of theseinvestments are likely to be opportunity driven. As the company diversifies, it may enter less stable markets or less predictable orunfamiliar industries. Temasek may also form partnerships in which it will not have a majority shareholding. Such actions could weakenthe company's influence over its investee companies and, thus, the long-term predictability of its portfolio.

The company appears mindful of these risks. Each transaction is evaluated based on intrinsic value, long-term prospects and the risk-adjusted cost of capital.

To align the interests of management team and the company, management's remuneration includes a range of incentive paymentsbased on the performance of investments over the short, medium and long term.

Oversight is provided by the 13 strong board of directors. The majority of the members of the board of directors are non-executivemembers. Changes at the senior management level are unlikely to affect the company's overall strategy or risk appetite. Temasek'scurrent CEO and CFO have held their positions for over 15 years and 13 years, respectively.

High-quality investment portfolioTemasek's investment portfolio is of strong asset quality. Based on our estimation, the top 10 investee companies and key cash flowcontributors have strong investment-grade credit quality.

Temasek does not aim for any particular sector mix because investment themes and intrinsic valuations drive the selection. Althoughthere is some sector and geographic concentration, the company's overall portfolio is generally well diversified.

As of 31 March 2019, the top three companies comprised 19% of Temasek's portfolio value, down from 45% in 2004. SingaporeTelecommunications Ltd (Singtel, A1 negative) accounted for 8% of the total net portfolio value, down from 19% in March 2006. Thenext two largest holdings were DBS Group Holdings Ltd (DBS, Aa2 stable) and Mapletree Investments Pte Ltd (Mapletree), accountingfor 6% and 5%, respectively.

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Exhibit 2

The top three companies accounted for 19% of Temasek's portfolio in 2019 as against 31% in 2012 and 45% in 2004

30%

14%

8%

8%

10%

6%

7%

7%

5%

55%

69%

81%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

2004

2012

2019

in % of net portfolio value

SingTel DBS (2019) / CCB (2012) / Singapore Airlines (2004) Mapletree (2019) / Standard Chartered (2012) / DBS (2004) Rest of portfolio

Sources: Adapted from Temasek Review 2019; adapted and calculated from Temasek Review 2004 and 2012

Exhibit 3

Temasek's portfolio is well diversified across sectors...Exhibit 4

…and geography

Financial Services25%

Telecommunications, Media & Technology20%

Consumer & Real Estate17%

Transportation & Industrials16%

Life Sciences & Agribusiness7%

Energy & Resources3%

Multi-Sector Funds8%

Others4%

Distribution based on underlying assetsSource: Adapted from Temasek Review 2019

Singapore26%

China26%

North America15%

Rest of Asia14%

Europe10%

Australia & New Zealand6%

Others3%

Distribution based on underlying assetsSource: Adapted from Temasek Review 2019

While Temasek's exposure to growth regions, by underlying assets, is relatively high (around 40%, with exposure to China at 26%), wedraw comfort from the type of investments that Temasek has made to date, generally investments in domestic blue-chip companies,which partly mitigate growth region risk.

Overall, we expect the portfolio composition of Temasek to change only moderately during the rating horizon for a number of reasons:

» The company sees its portfolio evolution as a mid- to long-term process.

» The company is likely to retain its holdings in certain Singaporean companies.

» The company will enter new markets or new industries gradually, with initial investments remaining modest as it builds up its cross-border and new industry expertise.

» A significant portion of the company's investments is likely to remain in mature economies.

» The company will maintain its strong financial discipline and sound professional management of any new investment.

Strong financial profileWe assess Temasek's financial strength based on the combined financial position of Temasek and its wholly owned investment holdingand financing vehicles. The sheer size and breadth of Temasek's portfolio contributes to the company's financial strength and flexibility.Temasek invests in common equity as well as preference shares, convertible bonds and redeemable equity-linked instruments.

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Therefore, the company's sources of funds include normal dividends, special dividends, interest income, distribution from funds andproceeds from the sale of investments.

The company's dividend income was SGD8.5 billion, providing 22x coverage for its interest expense for fiscal 2019. Most of thedividends are recurring in nature and are from companies that have high investment-grade credit quality.

Dividend income was also sufficient to cover other uses of funds, including the repayment of the company's short-term debt, payingtaxes and meeting operating expenses.

The company's dividend, paid to the MOF, is recommended by its board. Temasek's dividend policy balances the sustainabledistribution of profits as dividends to its shareholder, with the retention of profits for reinvestment to generate future returns.

Portfolio disposals and additions typically represent the largest cash flow items, exceeding dividends received in most years. While thequantity and timing of these cash flows are less predictable than those of companies' dividends, Temasek has the ability to monetizeinvestments and does so regularly.

On an aggregate basis, Temasek's net investment over the last decade was SGD56 billion, without a material increase in its borrowings.During the same period, Temasek generated internal cash and raised external funding.

We consider leverage based on estimated market value-based leverage, calculated by dividing the company's net debt by its estimatedmarket value of portfolio assets (excluding cash). The value of Temasek's portfolio fluctuates over time, primarily reflecting themovement of the stock markets. The portfolio fell to a low value of SGD130 billion in March 2009, but rebounded to SGD186 billionin March 2010 and reached SGD313 billion in March 2019. Despite the volatility, these market values consistently and substantiallycovered the company's outstanding debt.

Temasek reported net cash as of fiscal 2019, maintaining its record since March 2008. Temasek has been making net investments overthe past few years, with the exception of fiscal 2009, fiscal 2017 and fiscal 2019. Therefore, we expect surplus cash to be applied asand when market opportunities arise, and net cash per se to not be critical to the rating. Because of the strong recurring cash flow,versus total debt and interest expenses at the holding company level, the company's financial profile has remained consistent for anAaa rating.

We expect the company to maintain a conservative financial profile, with net debt to market value of portfolio assets (excluding cash)below 5% and FFO interest coverage above 15x.

Changes in the market value of the portfolio do not have a major impact on the company's reported book equity. Investments withshareholdings over 20% are stated at cost (minus impairment, if applicable) on the company's balance sheet, whereas investmentswith under 20% shareholdings are stated at fair value, with listed securities being marked to market. Since a large proportion ofTemasek's investments comprise shareholdings over 20%, which are stated at cost, and include investments held since the 1980s and1990s, the corresponding book value is significantly below current market value.

Strong and supportive shareholderTemasek's debts are not guaranteed by the Government of Singapore. Nevertheless, the company is wholly owned by the MOF and isdesignated a Fifth Schedule company under the Singapore Constitution. Temasek is not directed by the government, but 63% of itsportfolio is denominated in Singapore dollars. As a result of this exposure, we believe that the interests of both the government and thecompany are naturally aligned.

In our view, MOF takes a pragmatic view when allocating capital to Temasek. In most years, MOF has generally reinvested its dividends,although sometimes with a timing difference. In our view, Temasek's financial arrangements with its shareholder are both highlyaccommodating and supportive.

Temasek Group's consolidated credit metrics and relationship with investee companiesTemasek is not viewed as a conglomerate despite its large stakes in several businesses. Hence, the Temasek Group's consolidatedfinancial metrics do not have an impact on Temasek's credit ratings. However, on a consolidated basis, Temasek Group's credit metricsweakened for the fiscal 2019, with reported FFO/net debt declining to 33.7% from 36.9% in fiscal 2018.

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Also, on taking a bottom-up view of the portfolio, we note that the bulk of Temasek's investee companies, where rated, have Aa or Acategory ratings.

On 30 June 2019, CapitaLand Limited completed the acquisition of Ascendas Pte Ltd and Singbridge Pte. Ltd. from CLA Real EstateHoldings Pte. Ltd. (formerly known as Ascendas-Singbridge Pte. Ltd.), a subsidiary of Temasek. Post transaction, Temasek Group’sownership in CapitaLand has increased to 50.5% from 40.3%. Consequently, we expect Temasek will need to start consolidatingCapitaLand in its financial statements, which will result in increase in its consolidated borrowings. However, we continue to viewTemasek as an investment holding company. As such the increase in the consolidated total debt of Temasek will have no impact onTemasek's Aaa rating.

Temasek does not guarantee the financial obligations of any of its investee companies. Nevertheless, we believe that the companies dobenefit from their association with Temasek in terms of both access to, and cost of, funds. From time to time, Temasek will increase itsequity investment in these companies through measures such as market purchases or underwritten rights offers, which we believe areundertaken on the basis that the incremental investment will add value to the company's position in the longer term.

Liquidity analysisTemasek's liquidity at the holding company level has been consistently excellent. As of the end of fiscal 2019, Temasek reported netcash, with a low amount of short-term debt or committed outflows. As part of its liquidity management, the company holds notonly cash but also a liquid short-term investment portfolio. This portfolio mainly consists of listed equities, and also includes bothgovernment and corporate bonds, as well as other liquid financial instruments. The total of cash and cash equivalents, along with short-term investments, was 4x the amount of debt due over the next 10 years.

Exhibit 5

Temasek has long dated debt maturity profile

0

1

2

3

4

5

2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 - 2050

SG

D b

illio

n

Sources: Adapted from Temasek Review 2019, Bloomberg

The total net market value of the company's investment portfolio (58% in listed and liquid assets) more than covers the company'stotal debt and adds to its already strong financial flexibility. This is in spite of Temasek's large Singapore-incorporated holdings, which,in our view, the company might not want to sell and where immediate market liquidity could limit realization. In addition, Temasekhas available, unutilized standby and bilateral facilities from a number of banks as of 31 March 2019. These facilities could be used tobackstop drawing on the company's $5 billion Euro-commercial paper program, established in February 2011.

Rating methodology and scorecard factorsOur rating methodology for Investment Holding Companies and Conglomerates, published in July 2018, indicates a Aa1 rating forTemasek. According to the methodology, Temasek scores a Aa-rating category for its investments strategy, the highest possible scoreon this factor.

Asset concentration, geographic diversification and investment portfolio transparency factors are in the Aa category. Temasek'sbusiness diversity is in line with the Aaa level, as its investments are spread over more than 13 sectors.

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Temasek's portfolio risk, as measured by market value-based leverage, and the company's liquidity position are consistent with the Aaalevel, due to Temasek's solid net cash position and low leverage. Temasek's debt coverage, defined as FFO plus net interest expensedivided by net interest expense, is also strongly positioned within the Aaa category, with the ratio comfortably exceeding the requiredthreshold of 7x.

Nonetheless, Temasek's assigned rating differs from that indicated by the methodology. The difference reflects the fact that Temasek'sfinancial profile greatly exceeds what is required for a Aaa entity. The other reason for the difference is the strong quality of thecompany's underlying portfolio, which typically has “Aa” or “A” ratings. The company's excellent liquidity and track record furthersupport the Aaa rating.

Exhibit 6

Temasek's methodology scorecard

Investment Holding Companies Industry Grid [1][2]

Current

FY 3/31/2019

Moody's 12-18 Month Forward View

As of 7/11/2019 [3]

Factor 1 : Investment Strategy (10%) Score Score

a) Investment Strategy Aa Aa

Factor 2 : Asset Quality (40%)

a) Asset Concentration Aa Aa

b) Geographic Diversity Aa Aa

c) Business Diversity Aaa Aaa

d) Investment Portfolio Transparency Aa Aa

Factor 3 : Financial Policy (10%)

a) Financial Policy Aa Aa

Factor 4 : Estimated Market Value-based Leverage (MVL) (20%)

a) Estimated Market Value-Based Leverage Aaa Aaa

Factor 5 : Debt Coverage and Liquidity (20%)

a) (FFO + Interest Expense) / Interest Expense Aaa Aaa

b) Liquidity Aaa Aaa

Rating:

a) Indicated Rating from Grid Aa1 Aa1

b) Actual Rating Assigned Aaa Aaa

Government-Related Issuer Factor

a) Baseline Credit Assessment aaa

b) Government Local Currency Rating Aaa

c) Default Dependence Very High

d) Support Very High

e) Final Rating Outcome Aaa

[1] All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations. [2] As of 03/31/2019. [3] This represents Moody'sforward view; not the view of the issuer; and unless noted in the text, does not incorporate significant acquisitions and divestituresSource: Moody's Financial Metrics

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Ratings

Exhibit 7Category Moody's RatingTEMASEK HOLDINGS (PRIVATE) LIMITED

Outlook StableIssuer Rating Aaa

TEMASEK FINANCIAL (I) LIMITED

Outlook StableBkd Senior Unsecured Aaa

TEMASEK FINANCIAL (IV) PRIVATE LIMITED

Outlook StableBkd Senior Unsecured -Dom Curr Aaa

TEMASEK FINANCIAL (II) PRIVATE LIMITED

Outlook StableBkd Commercial Paper P-1

Source: Moody's Investors Service

Moody's related publicationsIssuer Comment

» Temasek Holdings (Private) Limited: Sale of Ascendas and Singbridge to CapitaLand is credit positive, 15 January 2019

8 15 July 2019 Temasek Holdings (Private) Limited: Update to credit analysis

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Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’sOverseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a NationallyRecognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by anentity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registeredwith the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferredstock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for ratings opinions and services rendered by it feesranging from JPY125,000 to approximately JPY250,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

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9 15 July 2019 Temasek Holdings (Private) Limited: Update to credit analysis

Page 10: Temasek Holdings (Private) Limited Senior Vice President · Temasek's investment portfolio is of strong asset quality. Based on our estimation, the top 10 investee companies and key

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10 15 July 2019 Temasek Holdings (Private) Limited: Update to credit analysis